UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                (Amendment No. 1)

(Mark One)
[ X ]    ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR 15(d) OF  THE  SECURITIES
         EXCHANGE ACT OF 1934

For the fiscal year ended                   December 28, 2003
                         -------------------------------------------------------

                                       OR

[    ]   TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from                        to
                              -----------------------    -----------------------

Commission File Number:    000-17962
                       -----------------

                         Applebee's International, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                                  43-1461763
  --------------------------------         ------------------------------------
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
  incorporation or organization)

                4551 W. 107th Street, Overland Park, Kansas 66207
--------------------------------------------------------------------------------
              (Address of principal executive offices and zip code)

                                 (913) 967-4000
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common  Stock,   par
                                                            value $.01 per share

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                   Yes   X           No
                                       -----            -----

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined by Rule 12b-2 of the Act).
                                   Yes   X             No
                                       -----              -----

The aggregate market value of the voting and non-voting common stock equity held
by  non-affiliates  of the  registrant  as of the last day of the second  fiscal
quarter ended June 29, 2003 was  $1,744,093,318  based on the closing sale price
on June 27, 2003.

The number of shares of the registrant's common stock outstanding as of March 8,
2004 was 54,567,964.

                       DOCUMENTS INCORPORATED BY REFERENCE

Proxy  statement to be filed  pursuant to  Regulation  14A under the  Securities
Exchange Act of 1934 is incorporated into Part III hereof.


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<PAGE>


                                EXPLANATORY NOTE


The sole  purpose of this  amendment is to correct the format of the Section 302
certifications (required by Rule 13a-14(a)) in the Registrant's Annual Report on
Form 10-K for the fiscal year ended  December 28, 2003, as filed with the SEC on
March 12, 2004,  to conform to the  specifications  issued by the SEC  effective
August 13,  2003.  Accordingly,  Exhibits  31.1 and 31.2 are hereby  amended and
restated in their entirety.  The remainder of the  information  contained in the
original filing is not amended hereby.



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<PAGE>




                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                           APPLEBEE'S INTERNATIONAL, INC.


Date:  April 9, 2004                    By: /s/ Lloyd L. Hill
     ---------------------                 -------------------------------------
                                           Lloyd L. Hill
                                           Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

By: /s/ Lloyd L. Hill                   Date:  April 9, 2004
   ----------------------------------        -----------------------------------
   Lloyd L. Hill
   Director, Chairman of the Board
   and Chief Executive Officer
   (principal executive officer)

By: /s/ Steven K. Lumpkin               Date:  April 9, 2004
   ----------------------------------        -----------------------------------
   Steven K. Lumpkin
   Director, Executive Vice President and Chief
   Financial Officer
   (principal financial officer)

By: /s/ Beverly O. Elving               Date:  April 9, 2004
   ----------------------------------        -----------------------------------
   Beverly O. Elving
   Vice President, Accounting
   (principal accounting officer)



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<PAGE>



By: /s/   Erline Belton*                Date:  April 9, 2004
   ----------------------------------        -----------------------------------
   Erline Belton
   Director

By: /s/   Douglas R. Conant*            Date:  April 9, 2004
   ----------------------------------        -----------------------------------
   Douglas R. Conant
   Director

By: /s/   D. Patrick Curran*            Date:  April 9, 2004
   ----------------------------------        -----------------------------------
   D. Patrick Curran
   Director

By: /s/   Eric L. Hansen*               Date:  April 9, 2004
   ----------------------------------        -----------------------------------
   Eric L. Hansen
   Director

By: /s/   Mark S. Hansen*               Date:  April 9, 2004
   ----------------------------------        -----------------------------------
   Mark S. Hansen
   Director

By: /s/   Jack P. Helms*                Date:  April 9, 2004
   ----------------------------------        -----------------------------------
   Jack P. Helms
   Director

By: /s/   Burton M. Sack*               Date:  April 9, 2004
   ----------------------------------        -----------------------------------
   Burton M. Sack
   Director



*  By: /s/ Rebecca R. Tilden    Attorney-in-Fact
     -----------------------


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<PAGE>


                         APPLEBEE'S INTERNATIONAL, INC.
                                  EXHIBIT INDEX

   Exhibit
    Number                           Description of Exhibit
--------------- ----------------------------------------------------------------

       31.1     Certification of  Chairman and  Chief Executive Officer Pursuant
                to SEC Rule 13a-14(a).

       31.2     Certification  of Chief  Financial Officer  Pursuant to SEC Rule
                13a-14(a).






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